UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2017

MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P.

(Exact name of registrant as specified in its charter)

Delaware

000-26282

13-3775071

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (855) 672-4468

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of December 8, 2017, Ceres Managed Futures LLC, the general partner of the Registrant, amended and restated the Registrant’s limited partnership agreement made as of October 22, 1993, which was previously amended and restated as of October 31, 2000, March 26, 2002, April 25, 2005, November 8, 2006, April 2, 2007 and January 1, 2016, in order to reflect changes required to conform to the rules governing federal tax audits of entities that are treated as partnerships for U.S. federal income tax purposes.

A copy of the Seventh Amended and Restated Limited Partnership Agreement of the Registrant is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith.


Exhibit No.		Description

3.1		Seventh Amended and Restated Limited Partnership Agreement of the Registrant, dated as of December 8, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P.

By:		Ceres Managed Futures LLC,
		General Partner


By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

Date: December 11, 2017

MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P. 8-K